UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended October 31, 2023.

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from              to             .

Commission File Number 001-06991

WALMART INC.

(Exact name of registrant as specified in its charter)

Delaware		71-0415188
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
702 S.W. 8th Street		72716
Bentonville	AR
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (479) 273-4000

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	WMT	New York Stock Exchange
2.550% Notes due 2026	WMT26	New York Stock Exchange
1.050% Notes due 2026	WMT26A	New York Stock Exchange
1.500% Notes due 2028	WMT28C	New York Stock Exchange
4.875% Notes due 2029	WMT29B	New York Stock Exchange
5.750% Notes due 2030	WMT30B	New York Stock Exchange
1.800% Notes due 2031	WMT31A	New York Stock Exchange
5.625% Notes due 2034	WMT34	New York Stock Exchange
5.250% Notes due 2035	WMT35A	New York Stock Exchange
4.875% Notes due 2039	WMT39	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐   No  ☒

The registrant had 2,692,233,703 shares of common stock outstanding as of November 28, 2023.

Walmart Inc.

Form 10-Q

For the Quarterly Period Ended October 31, 2023

Table of Contents

			Page
Part I. Financial Information
	Item 1. Financial Statements
		Condensed Consolidated Statements of Income	4
		Condensed Consolidated Statements of Comprehensive Income	5
		Condensed Consolidated Balance Sheets	6
		Condensed Consolidated Statements of Shareholders' Equity	7
		Condensed Consolidated Statements of Cash Flows	9
		Notes to Condensed Consolidated Financial Statements	10
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		18
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
	Item 4. Controls and Procedures		29
Part II. Other Information
	Item 1. Legal Proceedings		30
	Item 1A. Risk Factors		33
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		33
	Item 5. Other Information		33
	Item 6. Exhibits		37
Signatures			38

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

Walmart Inc.

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended October 31,				Nine Months Ended October 31,
(Amounts in millions, except per share data)	2023		2022		2023		2022
Revenues:
Net sales	$	159,439	$	151,469	$	470,723	$	443,138
Membership and other income	1,365		1,344		4,014		4,103
Total revenues	160,804		152,813		474,737		447,241
Costs and expenses:
Cost of sales	121,183		115,613		358,317		338,298
Operating, selling, general and administrative expenses	33,419		34,505		96,662		94,076
Operating income	6,202		2,695		19,758		14,867
Interest:
Debt	572		499		1,683		1,266
Finance lease	110		85		305		252
Interest income	(145)		(84)		(400)		(151)
Interest, net	537		500		1,588		1,367
Other (gains) and losses	4,750		3,626		3,840		5,386
Income (loss) before income taxes	915		(1,431)		14,330		8,114
Provision for income taxes	272		336		3,738		2,631
Consolidated net income (loss)	643		(1,767)		10,592		5,483
Consolidated net income attributable to noncontrolling interest	(190)		(31)		(575)		(78)
Consolidated net income (loss) attributable to Walmart	$	453	$	(1,798)	$	10,017	$	5,405
Net income (loss) per common share:
Basic net income (loss) per common share attributable to Walmart	$	0.17	$	(0.66)	$	3.72	$	1.98
Diluted net income (loss) per common share attributable to Walmart	0.17		(0.66)		3.71		1.97
Weighted-average common shares outstanding:
Basic	2,693		2,711		2,693		2,733
Diluted	2,703		2,711		2,703		2,743
Dividends declared per common share	$	—	$	—	$	2.28	$	2.24

See accompanying notes.

4

Walmart Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended October 31,				Nine Months Ended October 31,
(Amounts in millions)	2023		2022		2023		2022
Consolidated net income (loss)	$	643	$	(1,767)	$	10,592	$	5,483
Consolidated net income attributable to noncontrolling interest	(190)		(31)		(575)		(78)
Consolidated net income (loss) attributable to Walmart	453		(1,798)		10,017		5,405
Other comprehensive income (loss), net of income taxes
Currency translation and other	(575)		(919)		541		(2,067)
Net investment hedges	—		—		—		—
Cash flow hedges	(12)		(175)		54		(426)
Minimum pension liability	1		—		2		3
Other comprehensive income (loss), net of income taxes	(586)		(1,094)		597		(2,490)
Other comprehensive (income) loss attributable to noncontrolling interest	(169)		208		(490)		476
Other comprehensive income (loss) attributable to Walmart	(755)		(886)		107		(2,014)
Comprehensive income (loss), net of income taxes	57		(2,861)		11,189		2,993
Comprehensive (income) loss attributable to noncontrolling interest	(359)		177		(1,065)		398
Comprehensive income (loss) attributable to Walmart	$	(302)	$	(2,684)	$	10,124	$	3,391

See accompanying notes.

5

Walmart Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	October 31,		January 31,		October 31,
(Amounts in millions)	2023		2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	12,154	$	8,625	$	11,587
Receivables, net	8,625		7,933		8,218
Inventories	63,951		56,576		64,706
Prepaid expenses and other	3,661		2,521		3,169
Total current assets	88,391		75,655		87,680
Property and equipment, net	107,471		100,760		97,553
Operating lease right-of-use assets	13,547		13,555		13,394
Finance lease right-of-use assets, net	5,806		4,919		4,597
Goodwill	28,015		28,174		28,137
Other long-term assets	15,944		20,134		16,295
Total assets	$	259,174	$	243,197	$	247,656
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY
Current liabilities:
Short-term borrowings	$	9,942	$	372	$	6,811
Accounts payable	61,049		53,742		57,263
Dividends payable	1,533		—		1,527
Accrued liabilities	26,132		31,126		27,443
Accrued income taxes	606		727		900
Long-term debt due within one year	2,806		4,191		5,458
Operating lease obligations due within one year	1,474		1,473		1,457
Finance lease obligations due within one year	688		567		549
Total current liabilities	104,230		92,198		101,408
Long-term debt	36,342		34,649		33,935
Long-term operating lease obligations	12,817		12,828		12,658
Long-term finance lease obligations	5,670		4,843		4,512
Deferred income taxes and other	14,304		14,688		14,760
Commitments and contingencies
Redeemable noncontrolling interest	228		237		260
Equity:
Common stock	269		269		270
Capital in excess of par value	4,929		4,969		4,817
Retained earnings	85,831		83,135		77,946
Accumulated other comprehensive loss	(11,573)		(11,680)		(10,780)
Total Walmart shareholders' equity	79,456		76,693		72,253
Nonredeemable noncontrolling interest	6,127		7,061		7,870
Total equity	85,583		83,754		80,123
Total liabilities, redeemable noncontrolling interest, and equity	$	259,174	$	243,197	$	247,656

See accompanying notes.

6

Walmart Inc.

Condensed Consolidated Statements of Shareholders' Equity

(Unaudited)

								Accumulated		Total
				Capital in				Other		Walmart		Nonredeemable
(Amounts in millions)	Common Stock			Excess of		Retained		Comprehensive		Shareholders'		Noncontrolling		Total
	Shares	Amount		Par Value		Earnings		Loss		Equity		Interest		Equity
Balances as of February 1, 2023	2,693	$	269	$	4,969	$	83,135	$	(11,680)	$	76,693	$	7,061	$	83,754
Consolidated net income	—	—		—		1,673		—		1,673		223		1,896
Other comprehensive income, net of income taxes	—	—		—		—		533		533		209		742
Dividends declared ($2.28 per share)	—	—		—		(6,139)		—		(6,139)		—		(6,139)
Purchase of Company stock	(5)	(1)		(38)		(632)		—		(671)		—		(671)
Dividends declared to noncontrolling interest	—	—		—		—		—		—		(761)		(761)
Sale of subsidiary stock	—	—		389		—		—		389		94		483
Other	6	1		(72)		(2)		—		(73)		—		(73)
Balances as of April 30, 2023	2,694	$	269	$	5,248	$	78,035	$	(11,147)	$	72,405	$	6,826	$	79,231
Consolidated net income	—	—		—		7,891		—		7,891		162		8,053
Other comprehensive income, net of income taxes	—	—		—		—		329		329		112		441
Purchase of Company stock	(3)	—		(29)		(454)		—		(483)		—		(483)
Dividends to noncontrolling interest	—	—		—		—		—		—		(6)		(6)
Purchase of noncontrolling interest	—	—		(1,076)		—		—		(1,076)		(1,367)		(2,443)
Sale of subsidiary stock	—	—		160		—		—		160		54		214
Other	1	—		332		(2)		—		330		(10)		320
Balances as of July 31, 2023	2,692	$	269	$	4,635	$	85,470	$	(10,818)	$	79,556	$	5,771	$	85,327
Consolidated net income	—	—		—		453		—		453		199		652
Other comprehensive income (loss), net of income taxes	—	—		—		—		(755)		(755)		169		(586)
Purchase of Company stock	—	—		(5)		(92)		—		(97)		—		(97)
Dividends to noncontrolling interest	—	—		—		—		—		—		(4)		(4)
Sale of subsidiary stock	—	—		7		—		—		7		3		10
Other	1	—		292		—		—		292		(11)		281
Balances as of October 31, 2023	2,693	$	269	$	4,929	$	85,831	$	(11,573)	$	79,456	$	6,127	$	85,583

See accompanying notes.

7

								Accumulated		Total
				Capital in				Other		Walmart		Nonredeemable
(Amounts in millions)	Common Stock			Excess of		Retained		Comprehensive		Shareholders'		Noncontrolling		Total
	Shares	Amount		Par Value		Earnings		Loss		Equity		Interest		Equity
Balances as of February 1, 2022	2,761	$	276	$	4,839	$	86,904	$	(8,766)	$	83,253	$	8,638	$	91,891
Consolidated net income	—	—		—		2,054		—		2,054		49		2,103
Other comprehensive income, net of income taxes	—	—		—		—		268		268		7		275
Dividends declared ($2.24 per share)	—	—		—		(6,173)		—		(6,173)		—		(6,173)
Purchase of Company stock	(17)	(2)		(125)		(2,249)		—		(2,376)		—		(2,376)
Sale of subsidiary stock	—	—		24		—		—		24		11		35
Other	4	1		(151)		(4)		—		(154)		(1)		(155)
Balances as of April 30, 2022	2,748	$	275	$	4,587	$	80,532	$	(8,498)	$	76,896	$	8,704	$	85,600
Consolidated net income	—	—		—		5,149		—		5,149		(2)		5,147
Other comprehensive (loss), net of income taxes	—	—		—		—		(1,396)		(1,396)		(275)		(1,671)
Purchase of Company stock	(26)	(3)		(182)		(3,201)		—		(3,386)		—		(3,386)
Dividends to noncontrolling interest	—	—		—		—		—		—		(434)		(434)
Sale of subsidiary stock	—	—		8		—		—		8		2		10
Other	—	—		259		39		—		298		23		321
Balances as of July 31, 2022	2,722	$	272	$	4,672	$	82,519	$	(9,894)	$	77,569	$	8,018	$	85,587
Consolidated net loss	—	—		—		(1,798)		—		(1,798)		31		(1,767)
Other comprehensive (loss), net of income taxes	—	—		—		—		(886)		(886)		(208)		(1,094)
Dividends	—	—		—		43		—		43		—		43
Purchase of Company stock	(22)	(2)		(158)		(2,772)		—		(2,932)		—		(2,932)
Dividends to noncontrolling interest	—	—		—		—		—		—		(10)		(10)
Sale of subsidiary stock	—	—		7		—		—		7		3		10
Other	1	—		296		(46)		—		250		36		286
Balances as of October 31, 2022	2,701	$	270	$	4,817	$	77,946	$	(10,780)	$	72,253	$	7,870	$	80,123

See accompanying notes.

8

Walmart Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended October 31,
(Amounts in millions)	2023		2022
Cash flows from operating activities:
Consolidated net income	$	10,592	$	5,483
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization	8,736		8,134
Investment (gains) and losses, net	4,028		5,611
Deferred income taxes	(669)		28
Other operating activities	1,412		921
Changes in certain assets and liabilities, net of effects of acquisitions and dispositions:
Receivables, net	(671)		(59)
Inventories	(7,321)		(9,008)
Accounts payable	7,346		3,183
Accrued liabilities	(4,295)		1,354
Accrued income taxes	(144)		51
Net cash provided by operating activities	19,014		15,698
Cash flows from investing activities:
Payments for property and equipment	(14,674)		(12,061)
Proceeds from the disposal of property and equipment	163		126
Proceeds from disposal of certain operations	135		—
Payments for business acquisitions, net of cash acquired	(9)		(730)
Other investing activities	(989)		(300)
Net cash used in investing activities	(15,374)		(12,965)
Cash flows from financing activities:
Net change in short-term borrowings	9,583		6,451
Proceeds from issuance of long-term debt	4,967		4,969
Repayments of long-term debt	(4,213)		(1,439)
Dividends paid	(4,606)		(4,600)
Purchase of Company stock	(1,282)		(8,708)
Dividends paid to noncontrolling interest	(218)		(16)
Sale of subsidiary stock	707		55
Purchase of noncontrolling interest	(3,462)		—
Other financing activities	(1,655)		(2,293)
Net cash used in financing activities	(179)		(5,581)
Effect of exchange rates on cash, cash equivalents and restricted cash	(7)		(331)
Net increase (decrease) in cash, cash equivalents and restricted cash	3,454		(3,179)
Cash, cash equivalents and restricted cash at beginning of year	8,841		14,834
Cash, cash equivalents and restricted cash at end of period	$	12,295	$	11,655

See accompanying notes.

9

Walmart Inc.

Notes to Condensed Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The Condensed Consolidated Financial Statements of Walmart Inc. and its subsidiaries ("Walmart" or the "Company") and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2023 ("fiscal 2023"). Therefore, the interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K.

The Company's Condensed Consolidated Financial Statements are based on a fiscal year ending January 31 for the United States ("U.S.") and Canadian operations. The Company consolidates all other operations generally using a one-month lag based on a calendar year. There were no significant intervening events during the month of October 2023 related to the consolidated operations using a lag that materially affected the Condensed Consolidated Financial Statements.

The Company's business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as weather patterns. Historically, the Company's highest sales volume has occurred in the fiscal quarter ending January 31.

Use of Estimates

The Condensed Consolidated Financial Statements have been prepared in conformity with GAAP. Those principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Management's estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from those estimates.

Supplier Financing Program Obligations

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. The Company adopted this ASU as of February 1, 2023, other than the roll-forward disclosure requirement which the Company will adopt in fiscal 2025.

The Company has supplier financing programs with financial institutions, in which the Company agrees to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers. Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment. Supplier participation in these programs has no bearing on the Company's amounts due. The payment terms that the Company has with participating suppliers under these programs generally range between 30 and 90 days. The Company does not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program. The Company is responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier, regardless of whether the supplier elects to receive early payment from the financial institution. The outstanding payment obligations to financial institutions under these programs were $6.1 billion, $5.2 billion and $5.4 billion, as of October 31, 2023, January 31, 2023 and October 31, 2022, respectively. These obligations are generally classified as accounts payable within the Condensed Consolidated Balance Sheets. The activity related to these programs is classified as an operating activity within the Condensed Consolidated Statements of Cash Flows.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Management is currently evaluating this ASU to determine its impact on the Company's disclosures.

10

Note 2. Net Income (Loss) Per Common Share

Basic net income (loss) per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period. Diluted net income (loss) per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards. The Company did not have significant share-based awards outstanding that were anti-dilutive and not included in the calculation of diluted net income per common share attributable to Walmart for the three and nine months ended October 31, 2023 and the nine months ended October 31, 2022. The calculation of diluted net loss per common share attributable to Walmart for the three months ended October 31, 2022 does not include the effect of share-based payment awards as their inclusion would be anti-dilutive and would reduce the net loss per common share, and such awards were not significant.

The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income (loss) per common share attributable to Walmart:

	Three Months Ended October 31,				Nine Months Ended October 31,
(Amounts in millions, except per share data)	2023		2022		2023		2022
Numerator
Consolidated net income (loss)	$	643	$	(1,767)	$	10,592	$	5,483
Consolidated net income attributable to noncontrolling interest	(190)		(31)		(575)		(78)
Consolidated net income (loss) attributable to Walmart	$	453	$	(1,798)	$	10,017	$	5,405
Denominator
Weighted-average common shares outstanding, basic	2,693		2,711		2,693		2,733
Dilutive impact of share-based awards	10		—		10		10
Weighted-average common shares outstanding, diluted	2,703		2,711		2,703		2,743
Net income (loss) per common share attributable to Walmart
Basic	$	0.17	$	(0.66)	$	3.72	$	1.98
Diluted	0.17		(0.66)		3.71		1.97

Note 3. Accumulated Other Comprehensive Loss

The following tables provide the changes in the composition of total accumulated other comprehensive loss:

(Amounts in millions and net of immaterial income taxes)	Currency  Translation and Other		Net Investment Hedges		Cash Flow Hedges		Minimum Pension  Liability		Total
Balances as of February 1, 2023	$	(10,816)	$	94	$	(951)	$	(7)	$	(11,680)
Other comprehensive income (loss) before reclassifications, net	600		—		(82)		2		520
Reclassifications to income, net	—		—		13		—		13
Balances as of April 30, 2023	$	(10,216)	$	94	$	(1,020)	$	(5)	$	(11,147)
Other comprehensive income (loss) before reclassifications, net	195		—		115		(1)		309
Reclassifications to income, net	—		—		20		—		20
Balances as of July 31, 2023	$	(10,021)	$	94	$	(885)	$	(6)	$	(10,818)
Other comprehensive income (loss) before reclassifications, net	(744)		—		(29)		1		(772)
Reclassifications to income, net	—		—		17		—		17
Balances as of October 31, 2023	$	(10,765)	$	94	$	(897)	$	(5)	$	(11,573)

(Amounts in millions and net of immaterial income taxes)	Currency  Translation and Other		Net Investment Hedges		Cash Flow Hedges		Minimum Pension  Liability		Total
Balances as of February 1, 2022	$	(8,100)	$	94	$	(748)	$	(12)	$	(8,766)
Other comprehensive income before reclassifications, net	225		—		26		—		251
Reclassifications to income, net	—		—		16		1		17
Balances as of April 30, 2022	$	(7,875)	$	94	$	(706)	$	(11)	$	(8,498)
Other comprehensive income (loss) before reclassifications, net	(796)		—		(622)		2		(1,416)
Reclassifications to income, net	(309)		—		329		—		20
Balances as of July 31, 2022	$	(8,980)	$	94	$	(999)	$	(9)	$	(9,894)
Other comprehensive loss before reclassifications, net	(711)		—		(191)		—		(902)
Reclassifications to income, net	—		—		16		—		16
Balances as of October 31, 2022	$	(9,691)	$	94	$	(1,174)	$	(9)	$	(10,780)

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Amounts reclassified from accumulated other comprehensive loss for derivative instruments are generally recorded in interest, net, in the Company's Condensed Consolidated Statements of Income. Amounts for the minimum pension liability and currency translation are recorded in other gains and losses in the Company's Condensed Consolidated Statements of Income.

Note 4. Short-term Borrowings and Long-term Debt

The Company has various committed lines of credit in the U.S. that are used to support its commercial paper program. In April 2023, the Company renewed and extended its existing 364-day revolving credit facility of $10.0 billion as well as its five-year credit facility of $5.0 billion. In total, the Company had committed lines of credit in the U.S. of $15.0 billion at October 31, 2023 and January 31, 2023, all undrawn.

The following table provides the changes in the Company's long-term debt for the nine months ended October 31, 2023:

(Amounts in millions)	Long-term debt due within one year		Long-term debt		Total
Balances as of February 1, 2023	$	4,191	$	34,649	$	38,840
Proceeds from issuance of long-term debt(1)	—		4,967		4,967
Repayments of long-term debt	(4,213)		—		(4,213)
Reclassifications of long-term debt	2,832		(2,832)		—
Other	(4)		(442)		(446)
Balances as of October 31, 2023	$	2,806	$	36,342	$	39,148

(1) Proceeds from issuance of long-term debt are net of deferred loan costs and any related discount or premium.

Debt Issuances

Information on significant long-term debt issued during the nine months ended October 31, 2023, for general corporate purposes, is as follows:

(Amounts in millions)
Issue Date	Principal Amount		Maturity Date	Fixed Interest Rate	Net Proceeds
April 18, 2023	$	750	April 15, 2026	4.00%	$	748
April 18, 2023	$	750	April 15, 2028	3.90%	$	746
April 18, 2023	$	500	April 15, 2030	4.00%	$	497
April 18, 2023	$	1,500	April 15, 2033	4.10%	$	1,491
April 18, 2023	$	1,500	April 15, 2053	4.50%	$	1,485
Total					$	4,967

These issuances are senior, unsecured notes which rank equally with all other senior, unsecured debt obligations of the Company, and are not convertible or exchangeable. These issuances do not contain any financial covenants and do not restrict the Company's ability to pay dividends or repurchase company stock.

Debt Repayments

Information on significant long-term debt repayments during the nine months ended October 31, 2023 is as follows:

(Amounts in millions)
Maturity Date	Principal Amount		Fixed vs. Floating	Interest Rate	Repayment
April 11, 2023	$	1,750	Fixed	2.55%	$	1,750
June 26, 2023	$	2,280	Fixed	3.40%	$	2,280
Total					$	4,030

Note 5. Fair Value Measurements

Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:

•Level 1: observable inputs such as quoted prices in active markets;

•Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and

•Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

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The Company measures the fair value of certain equity investments, including certain immaterial equity method investments where the Company has elected the fair value option, on a recurring basis within other long-term assets in the accompanying Condensed Consolidated Balance Sheets. The amounts of gains and losses included in earnings from fair value changes for these investments are recognized within other gains and losses in the Condensed Consolidated Statements of Income. The fair value of these investments is as follows:

(Amounts in millions)	Fair Value as of October 31, 2023		Fair Value as of January 31, 2023
Equity investments measured using Level 1 inputs	$	2,889	$	5,099
Equity investments measured using Level 2 inputs	3,579		5,570
Total	$	6,468	$	10,669

Changes in the fair value of these investments were primarily due to gains and losses resulting from net changes in the underlying stock prices, along with certain other immaterial investment activity. These changes in fair value included net losses of $4.2 billion for both the three and nine months ended October 31, 2023, and net losses of $3.6 billion and $4.8 billion for the three and nine months ended October 31, 2022, respectively. Equity investments without readily determinable fair values are carried at cost and adjusted for any observable price changes or impairments within other gains and losses in the Condensed Consolidated Statements of Income.

Derivatives

The Company also has derivatives recorded at fair value. Derivative fair values are the estimated amounts the Company would receive or pay upon termination of the related derivative agreements as of the reporting dates. The fair values have been measured using the income approach and Level 2 inputs, which include the relevant interest rate and foreign currency forward curves. As of October 31, 2023 and January 31, 2023, the notional amounts and fair values of these derivatives were as follows:

	October 31, 2023					January 31, 2023
(Amounts in millions)	Notional Amount		Fair Value			Notional Amount		Fair Value
Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges	$	6,271	$	(889)	(1)	$	8,021	$	(689)	(1)
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges	5,666		(1,352)		(1)	5,900		(1,423)		(1)
Total	$	11,937	$	(2,241)		$	13,921	$	(2,112)

(1) Classified primarily in deferred income taxes and other within the Company's Condensed Consolidated Balance Sheets.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities recorded at fair value on a recurring basis, the Company's assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. The Company did not have any material assets or liabilities resulting in nonrecurring fair value measurements as of October 31, 2023 in the Company's Condensed Consolidated Balance Sheets.

Other Fair Value Disclosures

The Company records cash and cash equivalents, restricted cash, and short-term borrowings at cost. The carrying values of these instruments approximate their fair value due to their short-term maturities.

The Company's long-term debt is also recorded at cost. The fair value is estimated using Level 2 inputs based on the Company's current incremental borrowing rate for similar types of borrowing arrangements. The carrying value and fair value of the Company's long-term debt as of October 31, 2023 and January 31, 2023, are as follows: 

	October 31, 2023				January 31, 2023
(Amounts in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including amounts due within one year	$	39,148	$	35,038	$	38,840	$	38,169

Note 6. Contingencies

Legal Proceedings

The Company is involved in a number of legal proceedings and certain regulatory matters. The Company records a liability for those legal proceedings and regulatory matters when it determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders.

Unless stated otherwise, the matters discussed below, if decided adversely to or settled by the Company, individually or in the aggregate, may result in a liability material to the Company's financial position, results of operations or cash flows.

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Settlement Framework Regarding Multidistrict and State or Local Opioid-Related Litigation

During fiscal 2023, the Company accrued a liability for approximately $3.3 billion for the Settlement Framework (described below) and other previously agreed upon state and tribal settlements. The Settlement Framework includes no admission of wrongdoing or liability by the Company, and the Company continues to believe it has substantial factual and legal defenses to opioids-related litigation. As of October 31, 2023, substantially all of the original approximately $3.3 billion accrued liability for the Settlement Framework and other settlements has been paid.

In December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous lawsuits filed against a wide array of defendants by various plaintiffs, including counties, cities, healthcare providers, Native American tribes, individuals, and third-party payers, asserting claims generally concerning the impacts of widespread opioid abuse. The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL") and is pending in the U.S. District Court for the Northern District of Ohio. The Company is named as a defendant in some of the cases included in the MDL.

On November 15, 2022, the Company announced it had agreed to financial amounts and payment terms to resolve substantially all opioids-related lawsuits filed against the Company by states, political subdivisions, and Native American tribes whether as part of the MDL (excluding, however, a single, two-county trial described further below) or in state court, as well as all potential claims that could be made against the Company by states, political subdivisions, and Native American tribes for up to approximately $3.1 billion (the "Settlement Amount"). The Settlement Amount includes amounts for remediation of alleged harms as well as attorneys' fees and costs and also includes some, but not all, amounts from previously agreed recent settlements by the Company. One settlement framework with corresponding conditions and participation thresholds applies for the states and political subdivisions, and another settlement framework with corresponding conditions and participation thresholds applies for the Native American tribes. Both settlement frameworks are referred to collectively as the "Settlement Framework."

The Settlement Framework, among other applicable conditions, provides that payments to states and political subdivisions are contingent upon the number of states and political subdivisions, including those states and political subdivisions who have not yet sued the Company, that agree to participate in the Settlement Framework or otherwise have their claims foreclosed within a prescribed deadline. On December 20, 2022, the Company announced that it had settlement agreements with all 50 states, including four states that previously settled with the Company, as well as the District of Columbia, Puerto Rico, and three other U.S. territories (the "Settling States"), thus satisfying the initial threshold of required participation by Settling States. On August 22, 2023, the settlement administrator determined that a sufficient number of political subdivisions had agreed to participate in the Settlement Framework, which was a necessary condition for the Settlement Framework to become effective. The Settlement Framework became effective 15 days later, on September 6, 2023. The Company deposited the full portion of the Settlement Amount attributable to the Settling States on October 11, 2023. Although the settlement administrator has determined that sufficient number of political subdivisions have agreed to participate in the Settlement Framework, and thus the Settlement Framework was effective, eligible political subdivisions still have until July 15, 2025, to join the Settlement Framework.

Other Opioid-Related Litigation

The Company will continue to vigorously defend against any opioid-related litigation not covered or otherwise resolved by the Settlement Framework, including, but not limited to, each of the matters described below; any other actions filed by healthcare providers, individuals, and third-party payers; and any action filed by a political subdivision or Native American tribe that is not resolved by the Settlement Framework. Accordingly, the Company has not accrued a liability for these opioid-related litigation matters nor can the Company reasonably estimate any loss or range of loss that may arise from these matters. The Company can provide no assurance as to the scope and outcome of any of these matters and no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Two-County Trial and MDL Bellwethers; Canada; and Other Litigation. The liability phase of a single, two-county trial in one of the MDL cases resulted in a jury verdict on November 23, 2021, finding in favor of the plaintiffs as to the liability of all defendants, including the Company. The abatement phase of the single, two-county trial resulted in a judgment on August 17, 2022, that ordered all three defendants, including the Company, to pay an aggregate amount of approximately $0.7 billion over fifteen years, on a joint and several liability basis, and granted the plaintiffs injunctive relief. On September 7, 2022, the Company filed an appeal with the Sixth Circuit Court of Appeals. The monetary aspect of the judgment is stayed pending appeal, and the injunctive aspect of the judgment went into effect on February 20, 2023. On September 11, 2023, the Sixth Circuit Court of Appeals issued an order of certifying certain questions in the appeal for review by the Supreme Court of Ohio.

The MDL designated five additional single-county cases as bellwethers to proceed through discovery; however, these five counties have elected to participate in the Settlement Framework and receive a portion of the Settlement Amount rather than go to trial. On October 25, 2023, the MDL designated four cases brought by third-party payers as bellwether cases to proceed through discovery. Additional bellwethers of cases brought by hospitals and other healthcare providers may be designated in the future.

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Wal-Mart Canada Corp. and certain other subsidiaries of the Company have been named as defendants in two putative class action complaints filed in Canada related to dispensing and distribution practices involving opioids. These matters remain pending.

Similar cases that name the Company also have been filed in state and federal courts by state, local, and tribal governments, healthcare providers, and other plaintiffs. Plaintiffs in these cases and in the MDL are seeking compensatory and punitive damages, as well as injunctive relief including abatement. The Company has also been responding to subpoenas, information requests, and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids.

DOJ Opioid Civil Litigation. On December 22, 2020, the U.S. Department of Justice (the "DOJ") filed a civil complaint in the U.S. District Court for the District of Delaware alleging that the Company unlawfully dispensed controlled substances from its pharmacies and unlawfully distributed controlled substances to those pharmacies. The complaint alleges that this conduct resulted in violations of the Controlled Substances Act. The DOJ is seeking civil penalties and injunctive relief. The Company initially moved to dismiss the DOJ complaint on February 22, 2021. After that motion was fully briefed, the DOJ filed an amended complaint on October 7, 2022. On November 7, 2022, the Company filed a partial motion to dismiss the amended complaint. That motion remains pending.

Opioid-Related Securities Class Actions and Derivative Litigation. In addition, the Company is the subject of two securities class actions alleging violations of the federal securities laws regarding the Company's disclosures with respect to opioids, filed in the U.S. District Court for the District of Delaware on January 20, 2021 and March 5, 2021, purportedly on behalf of a class of investors who acquired Walmart stock from March 30, 2016 through December 22, 2020. Those cases have been consolidated. On October 8, 2021, the defendants filed a motion to dismiss the consolidated securities action. After the parties had fully briefed the motion to dismiss, on September 9, 2022, the Court entered an order permitting the plaintiffs to file an amended complaint, which was filed on October 14, 2022, and which revised the applicable putative class of investors to those who acquired Walmart stock from March 31, 2017, through December 22, 2020. On November 16, 2022, the defendants filed a motion to dismiss the amended complaint. That motion remains pending.

Derivative actions were also filed by two of the Company's shareholders in the U.S. District Court for the District of Delaware on February 9, 2021 and April 16, 2021, alleging breach of fiduciary duties against certain of its current and former directors with respect to oversight of the Company's distribution and dispensing of opioids and also alleging violations of the federal securities laws and other breaches of duty by current directors and two current officers in connection with the Company's opioids disclosures. Those cases have been stayed pending developments in other opioids litigation matters. On September 27, 2021, three shareholders filed a derivative action in the Delaware Court of Chancery alleging that certain members of the Board of Directors and certain former officers breached their fiduciary duties in failing to adequately oversee the Company's prescription opioids business. The defendants moved to dismiss and/or to stay proceedings on December 21, 2021, and the plaintiffs responded by filing an amended complaint on February 22, 2022. On April 20, 2022, the defendants moved to dismiss and/or to stay proceedings with respect to the amended complaint. In two orders issued on April 12 and 26, 2023, the Court of Chancery granted the defendants' motion to dismiss with respect to claims involving the Company's distribution practices and denied the remainder of the motion, including the Company's request to stay the litigation. On May 5, 2023, the Company's Board of Directors (the "Board") appointed an independent Special Litigation Committee (the "SLC") to investigate the allegations regarding certain current and former officers and directors named in the various derivative proceedings regarding oversight with respect to opioids. The Board has authorized the SLC to retain independent legal counsel and such other advisors as the SLC deems appropriate in carrying out its duties. The derivative matter pending in the Delaware Court of Chancery is stayed until the SLC completes its investigation.

Other Legal Proceedings

Asda Equal Value Claims. Asda, formerly a subsidiary of the Company, was and still is a defendant in certain equal value claims that began in 2008 and are proceeding before an Employment Tribunal in Manchester in the United Kingdom on behalf of current and former Asda store employees, as well as additional claims in the High Court of the United Kingdom (the "Asda Equal Value Claims"). Further claims may be asserted in the future. Subsequent to the divestiture of Asda in February 2021, the Company continues to oversee the conduct of the defense of these claims. While potential liability for these claims remains with Asda, the Company has agreed to provide indemnification with respect to certain of these claims up to a contractually determined amount. The Company cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise related to these proceedings. Accordingly, the Company can provide no assurance as to the scope and outcome of these matters.

Money Transfer Agent Services Matters. The Company has responded to grand jury subpoenas issued by the United States Attorney's Office for the Middle District of Pennsylvania on behalf of the DOJ seeking documents regarding the Company's consumer fraud prevention program and anti-money laundering compliance related to the Company's money transfer services, where Walmart is an agent. The most recent subpoena was issued in August 2020. Walmart's responses to DOJ's subpoenas have been complete since 2021. The Company continues to cooperate with and provide information and documents voluntarily in response to supplemental requests from the DOJ. The Company has also responded to civil investigative demands from the

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United States Federal Trade Commission (the "FTC") in connection with the FTC's investigation related to money transfers and the Company's anti-fraud program in its capacity as an agent. On June 28, 2022, the FTC filed a complaint against the Company in the U.S. District Court for the Northern District of Illinois alleging that Walmart violated the Federal Trade Commission Act and the Telemarketing Sales Rule regarding its money transfer agent services and is requesting non-monetary relief and civil penalties. On August 29, 2022, the Company filed a motion to dismiss the complaint. On March 27, 2023, the Court issued an opinion dismissing the FTC's claim under the Telemarketing Sales Rule and denying Walmart's motion to dismiss the claim under Section 5 of the Federal Trade Commission Act. On April 12, 2023, Walmart filed a motion to certify the Court's March 27, 2023, order for interlocutory appeal. On June 30, 2023, the FTC filed an amended complaint against Walmart again asserting claims under the Federal Trade Commission Act and Telemarketing Sales Rule. On July 20, 2023, the Court denied Walmart's motion to certify the Court's March 27, 2023, order for interlocutory appeal, finding that it would be more orderly to consider a request for interlocutory appeal after a ruling on Walmart's motion to dismiss the amended complaint. Walmart's motion to dismiss the amended complaint was filed on August 11, 2023, and remains pending. The Company intends to vigorously defend these matters. However, the Company can provide no assurance as to the scope and outcome of these matters and cannot reasonably estimate any loss or range of loss that may arise. Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Mexico Antitrust Matter. On October 6, 2023, the Comisión Federal de Competencia Económica of México ("COFECE") notified the main Mexican operating subsidiary of Wal-Mart de México, S.A.B. de C.V. ("Walmex"), a majority owned subsidiary of the Company, that COFECE's Investigatory Authority ("IA") had requested COFECE to initiate a quasi-judicial administrative process against Walmex's subsidiary for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services. The quasi-judicial administrative process is the first opportunity for Walmex's subsidiary to respond to and defend against the IA's allegations before COFECE. While COFECE has the authority to impose monetary relief and/or non-structural conduct measures, such relief and conduct measures would be subject to appeal by Walmex's subsidiary. Walmex's subsidiary intends to defend against the allegations vigorously, both at the quasi-judicial administrative process and, if required, before any courts. Because this process is at an early stage, the Company can provide no assurance as to the scope and outcome of these matters, cannot reasonably estimate any loss or range of loss that may arise and can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Note 7. Segments and Disaggregated Revenue

Segments

The Company is engaged in the operation of retail and wholesale stores and clubs, as well as eCommerce websites, located throughout the U.S., Africa, Canada, Central America, Chile, China, India and Mexico. The Company's operations are conducted in three reportable segments: Walmart U.S., Walmart International and Sam's Club. The Company defines its segments as those operations whose results the chief operating decision maker ("CODM") regularly reviews to analyze performance and allocate resources. The Company sells similar individual products and services in each of its segments. It is impractical to segregate and identify revenues for each of these individual products and services.

The Walmart U.S. segment includes the Company's mass merchandising concept in the U.S., as well as eCommerce, which includes omni-channel initiatives and certain other business offerings such as advertising services through Walmart Connect. The Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce and omni-channel initiatives. The Sam's Club segment includes the warehouse membership clubs in the U.S., as well as samsclub.com and omni-channel initiatives. Corporate and support consists of corporate overhead and other items not allocated to any of the Company's segments.

The Company measures the results of its segments using, among other measures, each segment's net sales and operating income, which includes certain corporate overhead allocations. From time to time, the Company revises the measurement of each segment's operating income and other measures, including any corporate overhead allocations, as determined by the information regularly reviewed by its CODM. When the measurement of a segment significantly changes, previous period amounts and balances are reclassified to be comparable to the current period's presentation.

Net sales by segment are as follows:

	Three Months Ended October 31,				Nine Months Ended October 31,
(Amounts in millions)	2023		2022		2023		2022
Net sales:
Walmart U.S.	$	109,419	$	104,775	$	324,174	$	306,809
Walmart International	28,022		25,295		82,222		73,408
Sam's Club	21,998		21,399		64,327		62,921
Net sales	$	159,439	$	151,469	$	470,723	$	443,138

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Operating income by segment, as well as unallocated operating expenses for corporate and support, interest, net, and other gains and losses are as follows:

	Three Months Ended October 31,				Nine Months Ended October 31,
(Amounts in millions)	2023		2022		2023		2022
Operating income (loss):
Walmart U.S.	$	4,981	$	5,093	$	16,079	$	15,238
Walmart International	1,117		861		3,471		2,676
Sam's Club	593		562		1,572		1,449
Corporate and support	(489)		(3,821)		(1,364)		(4,496)
Operating income	6,202		2,695		19,758		14,867
Interest, net	537		500		1,588		1,367
Other (gains) and losses	4,750		3,626		3,840		5,386
Income (loss) before income taxes	$	915	$	(1,431)	$	14,330	$	8,114

Disaggregated Revenues

In the following tables, segment net sales are disaggregated by either merchandise category or by market. From time to time, the Company revises the assignment of net sales of a particular item to a merchandise category. When the assignment changes, previous period amounts are reclassified to be comparable to the current period's presentation.

In addition, net sales related to eCommerce are provided for each segment, which include omni-channel sales, where a customer initiates an order digitally and the order is fulfilled through a store or club.

(Amounts in millions)	Three Months Ended October 31,				Nine Months Ended October 31,
Walmart U.S. net sales by merchandise category	2023		2022		2023		2022
Grocery	$	66,289	$	63,231	$	195,936	$	181,464
General merchandise	26,579		27,605		81,420		85,057
Health and wellness	14,173		11,947		40,395		34,172
Other categories	2,378		1,992		6,423		6,116
Total	$	109,419	$	104,775	$	324,174